Amendment No. 3 To Credit Agreement



 EXHIBIT 4.6(d) 
  
 AMENDMENT NO. 3 TO CREDIT AGREEMENT 
  
 This Amendment No. 3 to Credit Agreement (“Amendment”) dated as of March 31, 2004 by and among the lenders
signatories hereto (“Banks”), Comerica Bank as agent for the Banks (in such capacity, “Agent”), and Starcraft Corporation, an Indiana corporation (“Company”). 
  
 RECITALS 
  
 A. Company and Banks entered into that certain Credit Agreement dated as of January 16, 2004, as amended by one Amendment
(“Agreement”). 
  
 B. The parties desire to amend the
Agreement. 
  
 NOW, THEREFORE, the parties agree that the
Agreement is amended as follows: 
  
 1. The following definition
in Section 1 of the Agreement is amended to read in its entirety as follows: 
  
 “‘EBITDA’ shall mean, as of any date of determination, the sum of the Net Income of Company and its Consolidated Subsidiaries, for the four preceding fiscal quarters ending on such date of
determination, plus, to the extent deducted in computation of such Net Income, (i) income taxes, for that period, (ii) interest expense for that period, (iii) depreciation and amortization expense for that period, and (iv) up to
$             of non-cash charges for impairment of goodwill incurred during the fiscal quarter ended March 31, 2004, in each case determined in accordance with GAAP 
  
 2. Company hereby represents and warrants that, after giving effect to the
amendments contained herein, (a) execution, delivery and performance of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within Company’s powers, have been duly authorized, are not in
contravention of law or the terms of the Company’s Articles of Organization or Operating Agreement and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any other documents and
instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their terms; (b) the representations and warranties of Company set forth in Sections 6.1 through 6.23 of the Agreement are true and correct in
all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof; and (c) no Event of Default, or condition or event which, with the giving of notice or the running of time, or both, would
constitute an Event of Default under the Agreement, has occurred and is continuing as of the date hereof. 
  
 3. This Amendment shall be effective upon execution hereof by Company, Agent and the Banks and execution of a Reaffirmation of Guaranty by the guarantors.

  
 4. This Amendment may be signed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 







 5. Capitalized terms not defined herein shall have the meanings given to them in the Agreement.

  
 WITNESS the due execution hereof as of the day and year first
above written. 
  
  

									
	 COMERICA BANK, as Agent
  
	 	 	 	 STARCRAFT CORPORATION
  
  

					
	By:	 	       /S/    MICHAEL
H. CLIFF
	 	 	 	By:	 	 /S/    JOSEPH E. KATONA,
III

	 	 	       Michael H. Cliff
	 	 	 	 	 	 
				
	 Its: Vice President
	 	 	 	 Its:
	 	 Chief Financial Officer

			
	  
  
 BANKS:
	 	 	 	 COMERICA BANK

			
	 	 	 	 	 
				
	 	 	 	 	By:	 	       /S/    MICHAEL
H. CLIFF

	 	 	 	 	 	 	 	 	       Michael H. Cliff

			
	 	 	 	 	 Its: Vice President

			
	 	 	 	 	  
  
 NATIONAL CITY BANK OF INDIANA
  
  

				
	 	 	 	 	By:	 	 /S/    GREGORY C.
BROWN

	 	 	 	 	 	 	 	 	 
				
	 	 	 	 	Its:	 	 Vice President

	 	 	 	 	 	 	 	 	 
			
	 	 	 	 	 

  

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